EXHIBIT
4.1

    


    THIS NOTE
HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL
(i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”)
SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE
BORROWERS OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE BORROWERS TO
THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH
SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE SECURITIES
LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN EXCHANGE FOR THIS
NOTE.

    


    HEALTHWAREHOUSE.COM,
INC.

    HWAREH.COM,
INC.

    


    12%
Senior Secured Promissory Note

    


    
      
        	
                $515,000.00

              	
                As
      of December 15, 2009

              


      

    

    


    FOR VALUE
RECEIVED, Healthwarehouse.com,
Inc., a Delaware corporation (“Parent”),
and HWAREW.com, Inc. a
Delaware corporation (“Subsidiary”
and, collectively with Parent, the “Borrowers”)
with principal executive offices at 100 Commerce Blvd., Cincinnati, OH 45140,
jointly and severally promise to pay to the order of HWH Lending, LLC (the
“Holder”),
or registered assigns on December 15, 2010 (the “Maturity
Date”), the principal amount of five hundred fifteen thousand
dollars  ($515,000.00) (the “Principal
Amount”) in such coin or currency of the United States of America as at
the time of payment shall be legal tender for the payment of public and private
debts. Interest on this Note shall accrue on the Principal Amount outstanding
from time to time at a rate equal to twelve percent (12%) per annum and shall be
payable on the Maturity Date.  Nothing in this paragraph shall be
construed as the consent by the holder of this Note to any action otherwise
prohibited by the terms of this Note or as a waiver of any such
prohibition.  All capitalized terms used but not otherwise defined
herein have the meanings given to them in the Loan Agreement (as hereinafter
defined).

    


    This Note is one of the Notes issued
pursuant to that certain Loan and Security Agreement dated as of December 15,
2009, by and between Parent, Subsidiary and the Holder (the “Loan
Agreement”).  Reference is hereby made to the Loan Agreement
for a statement of all of the terms and conditions under which the Advance
evidenced hereby is made and is to be repaid and of the Collateral securing the
Borrowers’ obligations hereunder.

    


    Each
payment by the Borrowers pursuant to this Note shall be made without set-off or
counterclaim and in immediately available funds.


    
      
         


      

      
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    Each
Borrower (i) waives presentment, demand, protest or notice of any kind in
connection with this Note and (ii) agrees, in the event of an Event of
Default, to pay to the Holder of this Note, on demand, all costs and expenses
(including legal fees and expenses) incurred in connection with the enforcement
and collection of this Note.

    


    Notwithstanding
any provision to the contrary contained herein, this Note is subject and
entitled to certain terms, conditions, covenants and agreements contained in the
Loan Agreement. Any transferee of this Note, by its acceptance hereof, assumes
the obligations of the Holder in the Loan Agreement with respect to the
conditions and procedures for transfer of this Note.  Reference to the
Loan Agreement shall in no way impair the absolute and unconditional obligation
of the Borrowers to pay both principal hereof and interest hereon as provided
herein.

    


    Additional
agreements between the Borrowers and the Holder:

    


    A.           All
covenants, agreements and undertakings in this Note binding upon the Borrowers
or the Holder shall bind and inure to the benefit of the successors and
permitted assigns of the Borrowers and the Holder, respectively, whether so
expressed or not.

    


    B.           The
Borrowers and the Holder hereby expressly and irrevocably agree that this Note
shall be governed by and construed solely and exclusively in accordance with the
laws of the State of New York without regard to the conflicts of laws principles
thereof.  The Borrowers and the Holder hereby expressly and
irrevocably agree that any suit or proceeding arising directly and/or indirectly
pursuant to or under this instrument or the consummation of the transactions
contemplated hereby, shall be brought solely in a federal or state court located
in the City, County and State of New York. By its execution hereof, the parties
hereby covenant and irrevocably submit to the in personam jurisdiction
of the federal and state courts located in the City, County and State of New
York and agrees that any process in any such action may be served upon any of
them personally, or by certified mail or registered mail upon them or their
agent, return receipt requested, with the same full force and effect as if
personally served upon them in New York City. The parties hereto waive any claim
that any such jurisdiction is not a convenient forum for any such suit or
proceeding and any defense or lack of in personam jurisdiction
with respect thereto.

    


    C.           All
notices and other communications from the Borrowers to the Holder of this Note
shall be mailed by first class, registered or certified mail, postage prepaid,
and/or a nationally recognized overnight courier service to the Holder’s address
listed in Section 8.3 of the Loan Agreement or such other address furnished to
the Borrowers in writing by the Holder.

    


    D.           THE
HOLDER AND THE BORROWERS HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS NOTE OR ANY OTHER
DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION HEREWITH, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR
ACTIONS OF THE HOLDER OR THE BORROWERS. THIS PROVISION IS A MATERIAL INDUCEMENT
FOR THE HOLDER’S PURCHASE OF THIS NOTE.


    
      
         


      

      
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    E.           Upon
an Event of Default, the Holder of this Note shall have all of the rights set
forth in section of the Loan Agreement titled “Events of Default” which is
incorporated herein by reference.

    


    F.           No
terms of this Note may be amended, waived or modified except by the express
written consent of the Borrowers and the Holder.

    


    G.           All
the covenants, agreements, representations and warranties contained in this Note
shall bind the parties hereto and their respective heirs, executors,
administrators, distributes, successors, assigns, and transferees.

    


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    IN WITNESS WHEREOF, this Note
has been executed and delivered on the date specified above by the duly
authorized representatives of the Borrowers.

     

    
      
        
          	 
      	
                  HEALTHWAREHOUSE.COM,
      INC.

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Lalit Dhadphale

                
	 
      	
                  Name:

                	
                  Lalit Dhadphale

                
	 
      	
                  Title:

                	
                  President & CEO

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  HWAREH.COM,
      INC.

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Lalit Dhadphale

                
	 
      	
                  Name:

                	
                  Lalit Dhadphale

                
	 
      	
                  Title:

                	
                  President &
  CEO